Blueberries Medical Announces C$1 Million Non-Brokered Private Placement

Rhea-AI Summary

Blueberries Medical Corp (CSE: BBM) (OTC: BBRRF) has announced a non-brokered private placement of 96,064,935 common shares at C$0.011 per share, aiming to raise approximately C$1.05 million (US$740,000). The offering is expected to close on March 25, 2025.

The placement will be led by Terraflos Inc, a Latin American company controlled by Facundo Garreton, who serves as Blueberries' Chairman, CEO, and director. The proceeds will be used to fund and expand operations, and for general corporate and working capital purposes.

Following the offering, Garreton's ownership through Terraflos will increase to approximately 62.67% of outstanding Common Shares on a partially diluted basis, up from 61.23% prior to the offering. The transaction qualifies as a related party transaction but is exempt from formal valuation and minority shareholder approval requirements.

Positive

• Secured C$1.05M (US$740,000) in additional funding for operations and working capital
• Strong insider participation demonstrates management confidence

Negative

• Significant dilution for existing shareholders
• Share price of C$0.011 indicates very low market valuation
• Increased control concentration with CEO owning 62.67% of shares
• Related party transaction raises potential conflict of interest concerns

TORONTO, March 25, 2025 (GLOBE NEWSWIRE) -- Blueberries Medical Corp. (CSE: BBM) (OTC: BBRRF) (FRA: 1OA) (the "Company" or "Blueberries"), a Latin American licensed producer of medicinal cannabis and cannabis-derived products, is pleased to announce a non-brokered private placement consisting of the sale of 96,064,935 common shares ("Common Shares") at a price of C$0.011 per Common Share for aggregate gross proceeds of approximately C$1.05 million (or approximately US$740,000) (the "Offering"). The net proceeds from the sale of the Common Shares are expected to fund and expand operations, for general corporate and working capital purposes. The Offering is expected to close on or about March 25, 2025.

It is expected that the Offering will be led by Terraflos Inc. ("Terraflos"), a company with operations throughout Latin America founded and controlled by Facundo Garreton ("Mr. Garreton"), who serves as the Chairman, CEO, and a director of Blueberries. Terraflos is currently exploring various prospects in Argentina, Mexico, and Brazil and aims to expand its operations into those markets in the short term. The company's objective is to satisfy food and medicine needs in the near future using non-conventional methods, without exploiting natural resources as is common in current methodologies. In addition, Guillermo Rodriguez, a director of the Company, is also expected to participate in the Offering.

Early Warning Disclosure

Immediately prior to the Offering Mr. Garreton, directly and through Terraflos, owned 242,346,666 Common Shares, options exercisable into 5,049,500 Common Shares (the "Options"). If the Options were exercised in full, it would result in the issuance of 5,049,500 Common Shares to Mr. Garreton for an aggregate holdings on an as converted basis of 247,396,166 Common Shares, representing, on a partially diluted basis, approximately 61.23% of the outstanding Common Shares prior to the Offering. Immediately following the Offering, Mr. Garreton owned on an as converted basis (assuming the exercise the Options), directly and through Terraflos: 313,461,101 Common Shares representing, on a partially diluted basis, approximately 62.67% of the outstanding Common Shares.

Mr. Garreton, through Terraflos, acquired the Common Shares for investment purposes, and he may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over additional securities of the securities or otherwise. Other than as noted above and a right to a board seat for so long as Mr. Garreton holds at least 8% of the outstanding Common Shares on an as converted basis, Mr. Garreton does not have any plans related to any of the matters in the enumerated list in Item 5.1 of Form 62-103F1.

Mr. Garreton will prepare and file a report containing the information required by Form 62-103F1 - Required Disclosure under the Early Warning Requirements in connection with the matters referred to in this press release. Once filed, a copy of the early warning report will be available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

Participation by Terraflos and Mr. Garreton in the Offering was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Terraflos’ and Mr. Garreton’s participation in the Offering in reliance of sections 5.5(b) and 5.7(1)(b) of MI 61-101. A material change report was filed in connection with the participation of Terraflos and Mr. Garreton in the Offering less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

About Blueberries Medical Corp.

Blueberries is a Latin American licensed producer of premium quality cannabis derivatives with its primary operations ideally located in the Bogotá Savannah of central Colombia. The Company is led by a specialized team with proprietary expertise in agriculture, genetics, extraction, medicine, pharmacology and marketing, Blueberries is fully licensed for the cultivation, production, domestic distribution, and international export of CBD and THC-based medical cannabis in Colombia. Blueberries' combination of leading scientific expertise, agricultural advantages and distribution arrangements has positioned the Company to become a leading international supplier of naturally grown, processed, and standardized medicinal-grade cannabis oil extracts and related products.

Additional information about the Company is available at www.blueberriesmed.com. For more information, please contact:

Gustavo Gutiérrez, Country Manager, Colombia Operations
ggutierrez@blueberriesmed.com
Tel: +57 317 667 4812

Thomas Rodriguez Prats, Chief Financial Officer
trodriguez@blueberriesmed.com
Tel: +57 311 617 4246

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the use of proceeds from the Offering, commencement of commercial production of CBD-dominant oils and products, successful implementation of full GMP standards at its extraction facility to allow for additional export potential to international markets, achieving additional milestones is contemplated, or at all, ability to expand distribution networks, ability to expand and upgrade the Company’s cultivation facilities in Colombia, internal expectations, expectations regarding the ability of the Company to access new Latin American and international markets, the ability to attract and retain new customers, and future expansion plans including development of the cultivation, production, industrialization and marketing of cannabis for commercial and scientific purposes.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the Colombian and international medical cannabis market and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in Colombia, Argentina and elsewhere; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Additional information regarding the Company, and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's Listing Statement dated January 31, 2019 and such other risk factors included in the management’s discussion and analysis of the Corporation for the year ended December 31, 2023, each filed on its issuer profile on SEDAR+ at www.sedarplus.ca.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

FAQ

What is the size and price of Blueberries Medical's (BBRRF) private placement in March 2025?

The private placement consists of 96,064,935 common shares at C$0.011 per share, totaling C$1.05 million (US$740,000).

How will BBRRF use the proceeds from the C$1.05M private placement?

The proceeds will be used to fund and expand operations, and for general corporate and working capital purposes.

What is Terraflos's role in BBRRF's March 2025 private placement?

Terraflos, led by BBRRF's Chairman and CEO Facundo Garreton, is leading the private placement offering.

How will the March 2025 private placement affect Garreton's ownership in BBRRF?

Garreton's ownership will increase from 61.23% to 62.67% of outstanding shares on a partially diluted basis.